Terms and conditions

NeoFi Terms of Service

November, 2023

Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using the website www.neofi.co ("Platform") owned and managed by M/s. BITBILLION TECHNOLOGIES (OPC) PRIVATE LIMITED/HD-023, WeWork Cinnabar Hills, Embassy Golf Links, Business Park, Challaghatta, Bengaluru, Karnataka 560071 (“Company”).

By clicking the "I Agree" button, downloading or using the Platform, you are agreeing to be bound by the terms and conditions of this Agreement.

If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Platform.

Definitions

We, Our, Us - Shall mean and refer to the Platform and/or the Company, as the context so requires.

User - Shall mean and refer to natural and legal individuals who use the Platform and who is of sound mind and competent to make sound and informed decisions.

Services - shall refer to the platform which provides the Users with Service Assurance, Anti-counterfeiting, Product Expiry Date and SDK API.

Third Parties - Refer to any Platform, Company or individual apart from the User and the Company.

Platform - Refers to the Platform which provides the Users with Service Assurance, Anti-counterfeiting, Product Expiry Date and SDK API.

Usage Term - Shall mean the term duration since the User downloads and registers on the Platform until the User deletes their account in the Platform.

Usage Rights - Rights granted to You during the Usage Term and as set out under this Agreement.

IP Claim - Refers to Intellectual property claims made against the Platform if it infringes a third party's patent, copyright or registered trademark.

1. Scope and Applicability

This Agreement between You and M/s. BITBILLION TECHNOLOGIES (OPC) PRIVATE LIMITED/HD-023, WeWork Cinnabar Hills, Embassy Golf Links, Business Park, Challaghatta, Bengaluru, Karnataka 560071 (“Company”) and covers your use of the Platform. This document also incorporates any specific terms that may apply to the Platform that You may acquire.

You agree to be bound by the terms of this Agreement if you
(a) download, install, or use the Platform; or
(b) expressly or implicitly consent to this Agreement.
If You do not have authority to enter into this Agreement or You do not agree with its terms, do not use the Platform

2. Using the Platform

a. License and Right to Use.
The Company grants You a non-exclusive, non-transferable license to use the Platform for Your direct benefit during the Usage Term and as set out under this Agreement (the “Usage Rights”).
Use by Third Parties: You may permit Authorized Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for
(a) ensuring that such Authorized Third Parties comply with this Agreement and
(b) any breach of this Agreement by such Authorized Third Parties.

b. Interoperability of Tools: Upon Your request, Company will provide You with the information needed to achieve interoperability between the Platform and other independently created program, You will treat such information as Confidential Information.

c. Payment Terms: Usage Rights in Platform for Users is free of charge. However, the Service Providers registered on the Platform acquire the license to Use on a subscription basis and will renew based on the contractual terms between the Service Providers and the Company.

3. Additional Conditions of Use

a. Platform Conditions of Use: Unless expressly agreed by Platform, You may not:
(a) transfer, sell, copy, sub-license, monetize or make the functionality of any Platform available to any third party;
(b) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks;
(c) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the Platform; and
(d) use Company’s Content other than as part of Your permitted use of the Platform.

b. Evolving Platform: Company may:
(a) enhance or refine the Platform, although in doing so, Company will not materially reduce the core functionality of the Platform, except as contemplated in this Clause;
(b) Perform scheduled maintenance of the infrastructure and software, during which time You may experience some disruption to that Tool or the Services as a whole. Whenever reasonably feasible, Company will provide You with advance notice of such maintenance. You acknowledge that, from time to time, Company may need to perform emergency maintenance without providing You advance notice, during which time Company may temporarily suspend Your access to use; and
(c) The Platform shall periodically check for updates through the internet, download and install the same for seamless usage. Updates may not include or support all existing software features, services, or peripheral devices.

c. Protecting Account Access: You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify Company of any known or suspected unauthorized use of or access to Your account.

d. Use with Third Party Products: If You use the Platform together with third-party products, such use is at Your risk. You are responsible for complying with any third-party provider terms, including its privacy policy. The Company provides on-going integration support for products which are a native part of the Company but do not support or guarantee ongoing integration support for products that are not a native part of the Company.

e. Open Source Software: Open source software not owned by Company is subject to separate license terms as set out on their respective platforms. The applicable open source software licences will not materially or adversely affect Your ability to exercise Usage Rights applicable to the Company.

4. Confidential Information and Use of Data

a. Confidentiality: Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who need to know (“Permitted Recipients”)
(a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this Agreement; and
(b) is liable for any breach of this Clause by its Permitted Recipients. Such non-disclosure obligations will not apply to information that:
(i) is known by Recipient without confidentiality obligations;
(ii) is or has become public knowledge through no fault of Recipient; or
(iii) is independently developed by Recipient. The recipient may disclose Discloser’s Confidential Information if required under regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.

b. How We Use Data: Company will access, process and use data in connection with Your use of the Platform following applicable privacy and data protection laws.

c. Notice and Consent: To the extent Your use of the Platform requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the Platform.

5. Ownership

Except where agreed in writing, nothing in this Agreement transfers ownership in or grants any license to, any intellectual property rights. You retain any ownership of Your Content and Company retains ownership of the Platform and Company Content. Company may use any feedback You provide in connection with Your use of the Platform as part of its business operations.

6. Indemnification

a. Claims: Company will defend any third-party claim against You that Your valid use of Platform infringes a third party's patent, copyright or registered trademark (the “IP Claim”). Company will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You:
(a) promptly notify Company in writing of the IP Claim;
(b) fully cooperate with Company in the defence of the IP Claim; and
(c) grant Company the right to exclusively control the defence and settlement of the IP Claim, and any subsequent appeal. Company will have no obligation to reimburse You for attorney fees and costs incurred before Company’s receipt of notification of the IP Claim. You, at Your own expense, may retain Your legal representation.

b. Additional Remedies: If an IP Claim is made and prevents Your exercise of the Usage Rights, Company will either procure for You the right to continue using the Platform or replace or modify the Platform with functionality that is at least equivalent. Only if Company determines that these alternatives are not reasonably available, Company may terminate Your Usage Rights granted under this Agreement upon written notice to You and will refund You a prorated portion of the subscription fee You paid for the Platform for the remainder of the unexpired Usage Term.

c. This Clause 7 states Company’s entire obligation and Your exclusive remedy regarding any IP Claims against You.

7. Warranties and Representations

a. Performance: Company warrants that during the Usage Term, We shall provide customer support via stipulated modes.

b. Malicious Code: Company will use commercially reasonable efforts to deliver the Platform free of Malicious Code.

c. Qualifications: Certain Clauses do not apply if the Platform or the equipment on which it is authorized for use:
(a) has been altered, except by Company or its authorized representative;
(b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this Agreement or Company instructions;
(c) is acquired on a no-charge, beta or evaluation basis;
(d) has not been provided by an Approved Party.

8. Liability

Neither Party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings. The maximum aggregate liability of each party under this Agreement is limited to

(a) for claims solely arising from Services licensed on a perpetual basis, the fees received by Company for that Service; or

(b) for all other claims, the fees received by Company for the applicable Company Technology and attributable to the 12 months immediately preceding the first event giving rise to such liability.

These limitations of liability do not apply to liability arising from Your breach of Clauses 2, Clause 3 and Clause 12. This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either party has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident.

9. Term, Termination and Suspension

a. Term: This agreement will remain in effect until the User deletes their account with the Platform or uninstalls the Mobile Application, whichever is later.

b. Suspension: Company may immediately suspend Your Usage Rights if You breach Clause 2, 3 or 12

c. Termination: If a Party materially breaches this Agreement and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. Company may immediately terminate this Agreement if You breach Clause 2, 3 or 12. Upon termination of the Agreement, You must stop using the Platform and destroy any copies of Software and Confidential Information within Your control. Upon Company’s termination of this Agreement for Your material breach, You will pay Company any unpaid fees until the end of the then-current Usage Term. If You continue to use or access the Platform after termination, Company may invoice You, and You agree to pay, for such continued use.

10. Consumer Rights - Regional Variations

This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state, district, or country. This agreement does not change those other rights if the laws of your state, province, or country do not permit it to do so.

11. General Provisions

a. Survival: Clauses 4, 5, 6, 8, 9, 10, 11 and 12 survive termination or expiration of this Agreement.

b. Third-Party Beneficiaries: This Agreement does not grant any right or cause of action to any third party.

c. Assignment and Subcontracting: Except as set out below, neither party may assign or novate this Agreement in whole or in part without the other party’s express written consent. Company may:
(a) by written notice to You, assign or novate this Agreement in whole or in part to an Affiliate of Company, or otherwise as part of a sale or transfer of any part of its business; or
(b) sub-contract any performance associated with the Platform to third parties, provided that such subcontract does not relieve Company of any of its obligations under this Agreement.

d. Modifications to the Agreement: Company may change this Agreement or any of its components by updating this Agreement on www.neofi.co. Changes to the Agreement apply to any Entitlements acquired or renewed after the date of modification.

e. Compliance with Laws: Each party will comply with all laws and regulations applicable to their respective obligations under this Agreement. The Company may restrict the availability of the Platform in any particular location or modify or discontinue features to comply with applicable laws and regulations. If You use the Platform in a location with local laws requiring a designated entity to be responsible for the collection of data about individual end-users and transfer of data outside of that jurisdiction, You acknowledge that You are the entity responsible for complying with such laws.

f. Governing Law and Venue: This Agreement, and any disputes arising from it, will be governed exclusively by the applicable governing law of Singapore. The courts located in Singapore will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of the above-mentioned jurisdiction. Regardless of the governing law, Company may seek interim injunctive relief in any court of appropriate jurisdiction concerning any alleged breach of Company’s intellectual property or proprietary rights.

g. Notice: Any notice delivered to Company by You under this Agreement will be delivered via email to [ ] and Notices to Company should be sent to office address BITBILLION TECHNOLOGIES (OPC) PRIVATE LIMITED/HD-023, WeWork Cinnabar Hills, Embassy Golf Links, Business Park, Challaghatta, Bengaluru, Karnataka 560071 India.

h. Force Majeure: Neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.

i. No Waiver: Failure by either party to enforce any right under this Agreement will not be construed as a waiver of that right.

j. Severability: If any portion of this Agreement is not enforceable, it will not affect any other terms.

k. Entire Agreement: This Agreement is the complete Agreement between the parties concerning the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).

l. Order of Precedence: If there is any conflict between this Agreement and any Service Specific Terms expressly referenced in this Agreement, the order of precedence is:
(a) such Service Specific Terms;
(b) this Agreement; then
(c) any applicable Company policy expressly referenced in this Agreement.